MEXICO CITY, May 22, 2026 /PRNewswire/ -- ESENTIA Energy Development, S.A.B. de C.V. (BMV: ESENTIA) ("ESENTIA" or the "Company") today announced the successful settlement of US$2 billion senior unsecured 144A/Reg S notes offering. The transaction comprised two tranches: US$1.0 billion of 6.125% Notes due 2033 and US$1.0 billion of 6.500% Notes due 2038, both with bullet maturities. The offering was 4.5 times oversubscribed. Proceeds were used to fully repay approximately US$2.1 billion of existing project-level debt across four operating subsidiaries. In parallel, the Company established a committed US$600 million revolving credit facility to strengthen its financial flexibility and liquidity position.

This transaction represents a pivotal milestone in ESENTIA's corporate evolution. The proceeds fully retire approximately US$2.1 billion of project-level debt across four operating subsidiaries, consolidating years of asset-by-asset development into a single, unified corporate capital structure. The new structure significantly enhances ESENTIA's financial flexibility, with no principal amortization, freed restricted cash, and established a covenant framework aligned with the Company's long-term growth strategy. With this offering, ESENTIA enters the international debt capital markets for the first time as an investment-grade corporate issuer -- a transition that, together with the Company's IPO on the Bolsa Mexicana de Valores in November 2025, cements ESENTIA's position as a leading investment-grade energy company in Latin America.

"This is a defining moment for ESENTIA. The refinancing of all our project finance debt and its replacement with investment grade corporate bonds complete a profound restructuring of ESENTIA´s capital structure, which started last November with our successful IPO. The global energy markets are experiencing the combined impact of unprecedented AI related power demand and a large increase in the costs and risks of energy supply. Mexico is not an exception, and we believe our company is uniquely positioned to capture both organic and inorganic growth opportunities, said Daniel Bustos, Chief Executive Officer.

"The 4.5 times oversubscription and the quality of the investor book reflect the confidence of the global investment community in ESENTIA's creditworthiness and financial discipline. The seven- and twelve-year tranches extend our maturity profile and give us the runway to execute our Expansion Plan and long-term growth strategy.", said Stephen Griffiths, Chief Financial Officer.

INVESTMENT-GRADE RATINGS

The Notes received investment-grade ratings from all three major global rating agencies, each with a Stable outlook:

Moody's Ratings: Baa3, Stable outlook
S&P Global Ratings: BBB-, Stable outlook
Fitch Ratings: BBB-, Stable outlook

The ratings reflect the Company's highly predictable cash flow profile, underpinned by long-term, U.S. dollar-denominated, take-or-pay contracts, and ESENTIA's strategic role as critical natural gas infrastructure supplying approximately 16% of Mexico's daily gas demand.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

TRANSACTION EXECUTION

The issuance was led by ESENTIA's Finance and Legal teams, in coordination with joint bookrunners BofA Securities Inc., Citigroup Global Markets Inc., and ING Financial Markets Inc. Davis Polk & Wardwell LLP and Galicia Abogados served as legal counsel to the Company. Milbank LLP and Ritch, Mueller y Nicolau, S.C. served as legal counsel to the underwriters.

ABOUT ESENTIA ENERGY DEVELOPMENT

ESENTIA Energy Development, S.A.B. de C.V. (BMV: ESENTIA) is Mexico's largest privately owned natural gas pipeline operator, owner and operator of the Wahalajara system -- an approximately 2,000 km interconnected pipeline network connecting the Waha Hub in West Texas to the industrial and power generation centers of Central-Western Mexico. The Company's revenues are predominantly generated under long-term, U.S. dollar-denominated, take-or-pay contracts. ESENTIA completed its initial public offering on the Bolsa Mexicana de Valores in November 2025.

Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are proceeded by words such as "believes," "expects," "may," "anticipates," "plans," "intends," "assumes," "will" or similar expressions. The forward-looking statements contained herein include statements about the Company's Notes offering and its intended use of proceeds therefrom. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, ESENTIA's business and operations involve numerous risks and uncertainties, many of which are beyond the control of ESENTIA, which could result in ESENTIA's expectations not being realized or otherwise materially affect the financial condition, results of operations and cash flows of ESENTIA.

The forward-looking statements are made only as of the date hereof, and ESENTIA does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.


 
 Contact Information




 
 Lisa Carrillo                    Alberto Guajardo


 
 Corporate Communications Manager Investor Relations


 
 lcarrillo@esentia-energy.com     aguajardo@esentia-
                                      energy.com

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